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                                                                         Ex. 4.3

                              SUBSIDIARY GUARANTEE

Silverleaf Berkshires, Inc., a Texas corporation, Bull's Eye Marketing, Inc., a
Delaware corporation, Silverleaf Resort Acquisitions, a Texas corporation,
Silverleaf Travel, Inc., a Texas corporation, Awards Verification Center, Inc.,
a Texas corporation, eStarCommunications, Inc., a Texas corporation, People
Really Win Sweepstakes, Inc., a Texas corporation, and SLR Research, Inc., a
Texas corporation (hereinafter referred to as the "Guarantors", which term
includes any successor or additional Guarantor under the Indenture referred to
in the Note upon which this notation is endorsed), on terms and conditions
provided in the Indenture, (i) has unconditionally guaranteed (a) the due and
punctual payment of the principal of and interest, if any, on the Notes, whether
at maturity or interest payment date, by acceleration, call for redemption or
otherwise, (b) the due and punctual payment of interest on the overdue principal
of and (if lawful) interest on the Notes, (c) the due and punctual performance
of all other obligations of the Company to the Holders or the Trustee, all in
accordance with the terms set forth in the Indenture, and (d) in case of any
extension of time of payment or renewal of any Notes or any of such other
obligations, the same will be promptly paid in full when due or performed in
accordance with the terms of the extension or renewal, whether at stated
maturity, by acceleration or otherwise and (ii) has agreed to pay any and all
costs and expenses (including reasonable attorneys' fees) incurred by the
Trustee or any Holder in enforcing any rights under this Subsidiary Guarantee.
Capitalized terms used herein have the meanings assigned to them in the
Indenture unless otherwise indicated.

No stockholder, Officer, director or incorporator, as such, past, present or
future, of the Guarantors shall have any personal liability under this
Subsidiary Guarantee by reason of his or its status as such stockholder,
Officer, director or incorporator.

This Subsidiary Guarantee shall be binding upon each Guarantor and its
successors and assigns and shall inure to the benefit of the successors and
assigns of the Trustee and the Holders and, in the event of any transfer or
assignment of rights by any Holder or the Trustee, the rights and privileges
herein conferred upon that party shall automatically extend to and be vested in
such transferee or assignee, all subject to the terms and conditions hereof.

This Subsidiary Guarantee shall not be valid or obligatory for any purpose until
the certificate of authentication on the Note upon which this Subsidiary
Guarantee is noted shall have been executed by the Trustee under the Indenture
by the manual signature of one of its authorized Officers.

Dated as of June 7, 2004        AWARDS VERIFICATION CENTER, INC.

                                By: /ROBERT E. MEAD
                                    --------------------------------------------
                                     Name: Robert E. Mead
                                     Title: Chief Executive Officer

                                By: /S/ HARRY J. WHITE, JR.
                                    --------------------------------------------

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                                     Name: Harry J. White, Jr.
                                     Title: Vice President and Treasurer

Dated as of June 7, 2004        SILVERLEAF TRAVEL, INC.

                                By: /S/ ROBERT E. MEAD
                                    --------------------------------------------
                                     Name: Robert E. Mead
                                     Title: Chief Executive Officer

                                By: /S/ HARRY J. WHITE, JR.
                                    --------------------------------------------
                                     Name: Harry J. White, Jr.
                                     Title:  Vice President & Treasurer

Dated as of June 7, 2004        SILVERLEAF RESORT ACQUISITIONS, INC.

                                By: /S/ ROBERT E. MEAD
                                    --------------------------------------------
                                     Name: Robert E. Mead
                                     Title: Chief Executive Officer

                                By: /S/ HARRY J. WHITE, JR.
                                    --------------------------------------------
                                     Name:  Harry J. White, Jr.
                                     Title:   Vice President and Treasurer

Dated as of June 7, 2004        BULL'S EYE MARKETING, INC.

                                By: /S/ ROBERT E. MEAD
                                    --------------------------------------------
                                     Name: Robert E. Mead
                                     Title: Chief Executive Officer

                                By: /S/ HARRY J. WHITE, JR.
                                    --------------------------------------------
                                     Name: Harry J. White, Jr.
                                     Title:   Treasurer

Dated as of June 7, 2004        SILVERLEAF BERKSHIRES, INC.

                                By: /S/ ROBERT E. MEAD
                                    --------------------------------------------
                                     Name: Robert E. Mead
                                     Title: Chief Executive Officer

                                By: /S/ SANDRA G. CEARLEY
                                    --------------------------------------------
                                     Name: Sandra G. Cearley
                                     Title:   Secretary

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Dated as of June 7, 2004        ESTARCOMMUNICATIONS, INC.

                                By: /S/ ROBERT E. MEAD
                                    --------------------------------------------
                                     Name: Robert E. Mead
                                     Title: Chief Executive Officer

                                By: / HARRY J. WHITE, JR.
                                    --------------------------------------------
                                     Name: Harry J. White, Jr.
                                     Title: Chief Financial Officer

Dated as of June 7, 2004        PEOPLE REALLY WIN SWEEPSTAKES, INC.

                                By: /S/ ROBERT E. MEAD
                                    --------------------------------------------
                                     Name: Robert E. Mead
                                     Title: Chief Executive Officer

                                By: /S/ HARRY J. WHITE, JR.
                                    --------------------------------------------
                                     Name: Harry J. White, Jr.
                                     Title: Chief Financial Officer &
                                            Treasurer

Dated as of June 7, 2004        SLR RESEARCH, INC.

                                By: /S/ ROBERT E. MEAD
                                    --------------------------------------------
                                     Name: Robert E. Mead
                                     Title: Chief Executive Officer

                                By: /S/ HARRY J. WHITE, JR.
                                    --------------------------------------------
                                     Name:  Harry J. White, Jr.
                                     Title: Chief Financial Officer & Treasurer